California Corporations Code Section 1801
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California Laws > Corporations Code > California Corporations Code Section 1801
1801. (a) The Attorney General may bring an action against any
domestic corporation or purported domestic corporation in the name of
the people of this state, upon the Attorney General's own
information or upon complaint of a private party, to procure a
judgment dissolving the corporation and annulling, vacating or
forfeiting its corporate existence upon any of the following grounds:
(1) The corporation has seriously offended against any provision
of the statutes regulating corporations.
(2) The corporation has fraudulently abused or usurped corporate
privileges or powers.
(3) The corporation has violated any provision of law by any act
or default which under the law is a ground for forfeiture of
(4) The corporation has failed to pay to the Franchise Tax Board
for a period of five years any tax imposed upon it by the Bank and
Corporation Tax Law.
(b) If the ground of the action is a matter or act which the
corporation has done or omitted to do that can be corrected by
amendment of its articles or by other corporate action, such suit
shall not be maintained unless (1) the Attorney General, at least 30
days prior to the institution of suit, has given the corporation
written notice of the matter or act done or omitted to be done and
(2) the corporation has failed to institute proceedings to correct it
within the 30-day period or thereafter fails to prosecute such
(c) In any such action the court may order dissolution or such
other or partial relief as it deems just and expedient. The court
also may appoint a receiver for winding up the affairs of the
corporation or may order that the corporation be wound up by its
board subject to the supervision of the court.
(d) Service of process on the corporation may be made pursuant to
Chapter 17 or by written notice to the president or secretary of the
corporation at the address indicated in the corporation's last tax
return filed pursuant to the Bank and Corporation Tax Law. The
Attorney General shall also publish one time in a newspaper of
general circulation in the proper county a notice to the shareholders
of the corporation.
Last modified: February 22, 2013